FORM OF PAYMENT GUARANTY



                               (CASDEN GUARANTORS)







                  This PAYMENT GUARANTY ("GUARANTY") is made as of March 11,

2002, by the undersigned entities (each a "GUARANTOR") in favor of BANK OF

AMERICA, N.A. ("BANK OF AMERICA"), as Administrative Agent for itself and the

lenders ("LENDERS") from time to time party to the Credit Agreement (as

hereinafter defined) (in such capacity, "ADMINISTRATIVE AGENT").





                               Factual Background



                  The Lenders have made or intend to make a $400,000,000 credit

facility available to Apartment Investment and Management Company, a Maryland

corporation ("REIT"), AIMCO Properties L.P., a Delaware limited partnership

("AIMCO"), AIMCO/Bethesda Holdings, Inc., a Delaware corporation

("AIMCO/BETHESDA"), and NHP Management Company, a District of Columbia

corporation ("NHP MANAGEMENT") (the REIT, AIMCO, AIMCO/Bethesda and NHP

Management are collectively referred to as "BORROWERS"), in accordance with the

Fourth Amended and Restated Credit Agreement (the "CREDIT AGREEMENT"), dated as

of the date hereof, by and among Borrowers, Bank of America (as Administrative

Agent), Fleet National Bank (as Syndication Agent), First Union National Bank

(as Documentation Agent), Banc of America Securities LLC and Fleet Securities

Inc., as Co-Lead Arrangers and Banc of America Securities LLC, as Sole Book

Manager, and the other Lenders from time to time party thereto. In connection

with the Credit Agreement, the Borrowers have obtained this Guaranty from the

Guarantors. Capitalized terms used but not defined herein will have the meanings

set forth in the Credit Agreement. As used herein, the term "FACILITY" shall

refer individually to each of the credit facilities available to the Borrowers

under the Credit Agreement.



                                    Guaranty



                  1.       Guaranty of Loan.



                  (a) Absolute Guaranty. Each Guarantor absolutely,

unconditionally and irrevocably guaranties to Administrative Agent and the

Lenders the full payment of the Indebtedness (as hereinafter defined), and

unconditionally agrees to pay to Administrative Agent and the Lenders the full

amount of the Indebtedness. This is a guaranty of payment, not of collection. If

Borrowers default in the payment when due of the Indebtedness or any part of it,

each Guarantor will in lawful money of the United States pay to Administrative

Agent and the Lenders, on demand, all sums due and owing on the Indebtedness,

including all interest, charges, fees and other sums, costs and expenses.







                                       1

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                  (b) Anything contained in this Guaranty to the contrary

notwithstanding, the obligations of each Guarantor under this Guaranty shall be

limited to a maximum aggregate amount equal to the largest amount that would not

render its obligations hereunder subject to avoidance as a fraudulent transfer

or conveyance under Section 548 of Title 11 of the United States Code or any

applicable provisions of comparable state law (collectively, the "FRAUDULENT

TRANSFER LAWS"), in each case after giving effect to all other liabilities of

such Guarantor, contingent or otherwise, that are relevant under the Fraudulent

Transfer Laws (specifically excluding, however, any liabilities of such

Guarantor (x) in respect of intercompany indebtedness to Borrowers or other

affiliates of Borrowers to the extent that such indebtedness would be discharged

in an amount equal to the amount paid by such Guarantor hereunder and (y) under

any guaranty of subordinated Indebtedness which guaranty contains a limitation

as to maximum amount similar to that set forth in this Section 1, pursuant to

which the liability of such Guarantor hereunder is included in the liabilities

taken into account in determining such maximum amount) and after giving effect

as assets to the value (as determined under the applicable provisions of the

Fraudulent Transfer Laws) of any rights to subrogation, reimbursement,

indemnification or contribution of such Guarantor pursuant to applicable law or

pursuant to the terms of any agreement.



                  2. Loan. In this Guaranty, the term "Indebtedness" is broadly

defined to mean and include all primary, secondary, direct, indirect, fixed and

contingent obligations of Borrowers to pay principal, interest (including

post-petition interest in any proceeding under debtor relief laws at the rate or

in the amount otherwise applicable thereto whether or not such interest is an

allowed claim in any such proceeding), prepayment charges, breakage costs, late

charges, loan fees and any other fees, charges, sums, costs and expenses that

may be owing at any time under the Loan Documents, as any or all of such

obligations may from time to time be modified, amended, extended or renewed. If

the amount outstanding under the Indebtedness is determined by a court of

competent jurisdiction, that determination shall be conclusive and binding on

each Guarantor, regardless of whether such Guarantor was a party to the

proceeding in which the determination was made or not.



                  3. Rights of Administrative Agent and the Lenders. Each

Guarantor authorizes Administrative Agent or any Lender to perform any or all of

the following acts at any time in its sole discretion, all without notice to

such Guarantor and without affecting such Guarantor's obligations under this

Guaranty:



                  (a) Administrative Agent or the Requisite Lenders may alter

         any terms of the Indebtedness or any part of it, including renewing,

         compromising, extending or accelerating, or otherwise changing the time

         for payment of, or increasing or decreasing the rate of interest on,

         the Indebtedness or any part of it.



                  (b) Administrative Agent or any Lender may take and hold

         security for the Indebtedness or this Guaranty, accept additional or

         substituted security for either, and subordinate, exchange, enforce,

         waive, release, compromise, fail to perfect and sell or otherwise

         dispose of any such security in accordance with the terms of the

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